By-Laws
of
The Black Rose
Acoustic Society
Article IV - Officers
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The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The corporation may also have Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors. Any two offices may be held by the same person, except the office of President and Secretary.
Section 2: ELECTION AND TERM OF OFFICE Officers of the corporation shall be elected annually by the Board of Directors. Officers are not required to be a member of the Board of Directors. Each officer shall hold office until his or her term has expired and a successor has been duly elected, he or she resigns, or is removed or otherwise disqualified to serve. Section 3: VACANCIES Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine. Section 4: NON-LIABILITY OF OFFICERS No officer shall be personally liable to the corporation or to its members for monetary damages for any breach of fiduciary duty as an officer, except that the foregoing shall not eliminate or limit such officer’s liability to the corporation or to its members for monetary damages for the following: (1) any breach of such officer’s duty of loyalty to the corporation or to its members, (2) any of such officer’s acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) acts specified in C.R.S. Section 7-24-111, as it now exists or hereafter may be amended (regarding a officer’s assent to or participation in the making of any loan by the corporation to any officer of officer of the corporation), or (4) any transaction from which such officer derived an improper personal benefit. If the Colorado Nonprofit Corporation Act hereafter is amended to authorize the further elimination or limitation of the liability of officers, than the liability of an officer of the corporation, in addition to the limitation on personal liability provided herein, shall be further eliminated or limited to the fullest extent permitted by the Colorado Nonprofit Corporation Act. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any right or protection of an officer of the corporation existing at the time of such repeal or modification. Section 5: DUTIES OF PRESIDENT The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. Section 6: DUTIES OF VICE PRESIDENT In the absence of the President, or in the event of his or her inability to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors. Section 7: DUTIES OF SECRETARY The Secretary shall:Keep a book of minutes of all meetings of the directors, and, if applicable, meetings of committees, recording therein the time and place of holding, whether regular or special, names of those present or represented at the meeting, and the proceedings thereof.
Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation. Copies of the Bylaws and Articles of Incorporation must be made available upon request.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Section 8: DUTIES OF TREASURER The Treasurer shall:Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trusts, companies, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, moneys due and payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
Exhibit at all reasonable times the books of account and financial records to any director of the corporation on request.
Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
